User-Friendly Phone Book, the largest shareholder of Rand Capital, owning 1,455,993 shares or approximately 23% of the company, committed to push for positive change at Rand on behalf of all shareholders. Upon shareholders rejecting the flawed take-over by East Asset Management, which would give away control of the company at a 41% discount to the company's net asset value, User-Friendly intends to take actions to effect significant change in Rand's board of directors, including proposing its own slate of directors and, if necessary, demanding the company to call a special meeting of shareholders for the election of directors. User-Friendly is confident that with new, qualified and independent directors, the company can perform a comprehensive review of all strategic options, leading to an outcome that yields substantially more value for Rand shareholders than the proposed transaction with East. User-Friendly continues to urge Rand shareholders to vote AGAINST Rand's proposed transaction with East using the WHITE proxy card at the special meeting of shareholders scheduled to take place on May 16. Bruce Howard, CEO of User-Friendly, said, "We believe the proposed transaction with East Asset Management transfers control of Rand at a substantial discount to Rand's true value, exploiting Rand's poor performance under its current management and board of directors. We have spoken with many Rand shareholders who share our deep concern and desperately want an alternate path in order to maximize the value of their investment. For this reason, we intend to push for meaningful change in Rand's board of directors once shareholders have rejected this takeover by East."

User-Friendly Phone Book, the largest shareholder of Rand Capital Corporation owning 1,455,993 shares or approximately 23.0% of the Company, highlighted the fact that a leading independent proxy advisory firm, Institutional Shareholder Services recommended in 2017 that Rand shareholders vote against all of the current directors of the company. User-Friendly is urging Rand shareholders to vote AGAINST Rand's proposed transaction with East Asset Management using the WHITE proxy card at the special meeting of shareholders scheduled to take place on May 16, 2019. In the 2017 report, ISS's takeaway was: "The board unilaterally amended the company bylaws which, among other things, removed the shareholder right to call a special meeting and to remove a director with or without a cause." Bruce Howard, Chief Executive Officer of User-Friendly, said, "On the heels of such a damning recommendation from ISS, Rand, after diminishing shareholder rights and democracy, entered into a transaction that gives away control of the company at a severe discount to net asset value. We believe this is a sweetheart deal for East Asset Management and a disaster for Rand shareholders. In our view, the only available option for shareholders is to vote against the East transaction and demand a full review of strategic alternatives that could result in a better and fairer transaction with East or another party, or the full liquidation of the Rand portfolio."

User-Friendly Phone Book, the largest shareholder of Rand Capital Corporation owning 1,455,993 shares or approximately 23.0% of the Company, urged Rand shareholders to vote AGAINST the proposed transaction with East Asset Management, LLC using the WHITE proxy card at the special meeting of shareholders scheduled to take place on May 16, 2019. The company said, "Rand shareholders have a choice and the opportunity to exercise that choice by voting against the East deal. By voting against the transaction, Rand will be able to pursue a true strategic alternatives process that could lead to: 1. A higher and fairer offer from East Asset Management; 2. A higher and fairer offer from a third party; or 3. An orderly sale of Rand's portfolio Should Rand pursue an orderly sale of its portfolio, which as of March 31, 2019, had an NAV of $5.06 per share, User-Friendly believes that shareholders should demand that the salaries of Rand management be reduced by 50% and that the board should consider implementing incentive bonus structures equal to 2-3% of the value of the assets sold, if they are sold within 6 months, dropping to 1-2% if they are sold between 6-12 months."

Rand Capital Corporation announced that independent proxy advisory firm, Glass Lewis, has joined Institutional Shareholder Services, in recommending that Rand's shareholders vote "FOR" the transactions related to the $25M investment by East Asset Management and the transformation of Rand at the Special Meeting of shareholders to be held on May 16, 2019. In determining that shareholders should vote in favor of the proposals supporting the transactions, Glass Lewis cited the Board's process and thorough review of strategic options. The May 6, 2019 report noted: "In sum, considering the exhaustive review conducted by the company's board, the anticipated benefits of the Transactions, and in the absence of any viable superior alternatives, GL believes that shareholders should support the Transaction by voting in favor of each of the proposals to be brought forth at this meeting." Erland "Erkie" Kailbourne, Chairman of the Board, commented, "We believe that Glass Lewis joining ISS in support of the transactions to transform Rand is a testament to the diligent effort of the board and management to provide the best available alternative for creating future value for our shareholders. We are encouraged that both firms have validated the significant time and effort that we have invested. We are reinforcing our own commitment by intending to receive the expected $1.50 Special Dividend all in stock."

User-Friendly urges Rand stockholders to vote against East transaction. User-Friendly Phone Book, the largest shareholder of Rand Capital Corporation, owning 1,455,993 shares or 23.0% of the Company, announced that it had filed its definitive proxy and an open letter to fellow shareholders urging them to vote AGAINST the proposed transaction with East Asset Management. The letter read in part, "We are leading an initiative to stop Rand from giving away control the Company in the proposed transaction with East Asset Management for far too little money. If the Board proceeds with the East transaction and declares the proposed dividend, it will COST YOU MONEY and ownership, as we describe below. The cash limitation on the Special Dividend could require you to pay your resulting tax with YOUR OWN money. The Special Dividend also will further dilute your ownership in Rand...We are extremely disappointed that Rand's board of directors has chosen to move forward with such a transaction and we urge you to VOTE AGAINST all of the proposals to be voted upon at the Special Meeting because we believe the transaction is bad for shareholders for the following reasons: INADEQUATE PRICE: East's $3.00 per share acquisition price represents an approximately 41% discount to the Company's stated net asset value of $5.06 per share as of March 31, 2019. This is in spite of the fact that East will gain a controlling interest, for which acquirers typically must pay a premium. GREATER RETURN UPON LIQUIDATION: put another way, Rand shareholders would receive an approximately 69% greater return, relative to East's $3.00 per share acquisition price, if Rand simply sold off its assets for their NAV of $5.06 per share, as recent transactions by the Company prove can be done. SUBSTANTIAL DILUTION: current shareholders' investment in Rand will be diluted by approximately 24% as a result of the East transaction, reducing the NAV per share by $1.24 to $3.82 per share. At the same time, East will see the NAV of their investment increase 82 cents per share, or 27%. This significant transfer of wealth from current shareholders to East has been approved by Rand management. POTENTIAL TAX CONSEQUENCES: there is no assurance that Rand will declare the Special Dividend, and if it does declare the Special Dividend, the Special Dividend may not include sufficient cash to provide shareholders with the ability to fully satisfy the resulting tax obligation. CONFLICTS OF INTEREST: the Adviser's fee structure under the proposed Investment Management Agreement misaligns the interests of the Adviser and the Company's shareholders. QUESTIONABLE VALUATIONS: there is no credible support that the value of the assets to be contributed by East, which comprise 52.4% of the aggregate consideration to be received by Rand, have been accurately measured. Please remember, you are not getting paid anything for your shares if the transaction is approved, but you will be selling control of the Company...As outlined above, our opinion is clear that the proposed transaction gives away control of the Company without getting paid adequately, shareholders are not being compensated adequately and the East transaction is not in the best interests of shareholders and should not be approved at the Special Meeting. We are disappointed that Rand's management and Board have chosen to move forward with such an inadequate transaction. It appears to us that the Board abrogated its duty to Rand's shareholders by agreeing to a deal that is favorable to East at the expense of the current shareholders.

User-Friendly Phone Book, the largest shareholder of Rand Capital Corporation owning 1,455,993 shares or 23.0% of the Company, announced that it had filed its definitive proxy and an open letter to fellow shareholders urging them to vote AGAINST the proposed transaction with East Asset Management, using the WHITE proxy card at the special meeting of shareholders scheduled to take place on May 16, 2019. User-Friendly said, "As presented in the letter, the transaction proposed by Rand management would sell a majority of the Company at a grossly inadequate price relative to the Company's net asset value, transferring control and over $7.8 million in wealth from Rand shareholders to the owners of East immediately upon closing of the transaction. Further, if the Board proceeds with the Transaction and declares the proposed special dividend, it will cost current shareholders even more, both in terms of dilution and potential out-of-pocket tax expenses...User-Friendly strongly believes Rand shareholders should not be asked to give up control of their Company at a significant, 41% discount to its NAV. It urges fellow shareholders to vote AGAINST all proposals on the WHITE proxy card and to discard any card they have received from the Company."

Rand Capital Corporation announced that Institutional Shareholder Services recommends that Rand's shareholders vote "FOR" all five proposals at the special meeting of shareholders to be held on May 16, 2019. In its May 3, 2019 report, ISS noted: "The strategic committee has been measured in its exploration of strategic alternatives. The company's management has consistently stated during earnings calls and other public communications that it was evaluating potential alternatives and was willing to consider pursuing potential transactions. While the dissident may disagree with the board's conclusion the strategic committee seems to have engaged in a comprehensive review of all alternatives before settling on the sale of shares to East Asset Management...There is also an argument to be made that the post-transaction increased portfolio size and lower expense-to-asset ratio could lead to improved liquidity for the RAND shares...The board has evaluated liquidation as an alternative and found it to be inferior to the East transaction because it expects the operating costs during a liquidation would reduce the recovery to a point that is inferior relative to the value that could be returned to shareholders following the sale of shares to East and continuing operations....waiting and doing nothing is expensive because the costs of remaining publicly listed and managing the portfolio are substantial enough, at this scale, to materially impact the value that would ultimately be returned. In light of the lack of superior alternatives, the potential benefits from the transaction, and substantial risk of loss if the transaction is rejected, support for the transaction is warranted...In the event that the transaction is not approved by shareholders, shares could reasonably be expected to return to the $2.30 per share price at which they were trading prior to the January 25, 2019 announcement. That would be a decline of approximately 20 percent from present levels."

User-Friendly Phone Book said "it believes the first quarter financial results of Rand Capital Corporation further supports liquidating the portfolio assets will provide more value to shareholders than the East Asset Management transaction. In its earnings release of May 2, 2019, Rand reported an increase in net asset value to $5.06 per share, highlighting the steeply discounted $3.00 per share purchase price being offered to East in the transaction. Further, Rand management continued to state its view that liquidating the portfolio would yield less than $3.00 per share. However, this view is empirically belied by the realization of Rand's investment in eHealth Global Technologies, which provided $3.725 million, or approximately 6% more than eHealth's $3.5 million carrying value reported as of December 31, 2018. User-Friendly believes the realization of this investment is empirical evidence that supports, contrary to management's misleading claims, liquidating the portfolio would yield in excess of $3.00 per share being paid by East in the transaction. Management's statements appear to be driven more by a desire to retain their excessive compensation arrangements than serving the shareholders' interests. User-Friendly continues to believe that management and the Rand Board of Directors have agreed to sell control of Rand for materially inadequate consideration relative to the fair value of Rand's assets."

User-Friendly Phone Book announced that it has sent a letter to the stockholders of Rand notifying them that User-Friendly plans on filing with the Securities and Exchange Commission, and delivering to stockholders, its own proxy materials, which will detail User-Friendly's reasons for voting against all of the proposals to be voted upon at the special meeting of stockholders of Rand, scheduled for May 16, 2019. The letter read, in part, "I am Bruce Howard, CrEO of User-Friendly Phone Book, the largest individual stockholder of Rand Capital Corporation. User-Friendly is very concerned that Rand's proposed transaction with East Asset Management is not in the best interests of the company or its stockholders. We plan on filing a proxy statement with the Securities and Exchange Commission and will soon provide you with information regarding why User-Friendly believes that the terms of the proposed transaction with East are inadequate and not in the best interests of the company or its stockholders. User-Friendly urges you to refrain from voting until you have had an opportunity to review our proxy materials and to understand better our objections to the proposed transaction with East. You deserve the opportunity to review the information regarding why we believe the terms of the proposed transaction are inadequate and to decide for yourself what best serves your interests. Under the Stock Purchase Agreement with East, Rand has agreed to sell control of the company for $3.00 per share, or aggregate consideration of $25M n in a mix of cash and private investments. For the reasons that will be explained in detail in our proxy materials to be delivered to you shortly, we intend to vote AGAINST the proposed transaction. By now you have likely received the proxy materials and a proxy card from Rand for the Special Meeting scheduled to be held on May 16, 2019. The Rand proxy statement, among other things, is asking you to approve the proposed transaction with East. Please do NOT respond to any solicitation made by Rand's management and do NOT return a proxy card voting for the proposed transaction with East. You will soon be receiving our proxy statement and our WHITE proxy card urging you to vote AGAINST the proposed transaction with East by voting AGAINST each proposal to be voted upon at the Special Meeting. Our interests are aligned with yours-to maximize the value of our investment in Rand. "

Rand Capital Corporation filed its definitive proxy statement with the Securities and Exchange Commission and recommends to its shareholders to vote "FOR" all five proposals set forth in the proxy statement. Rand also announced that its special meeting of shareholders to seek approval of the five proposals set forth in the proxy statement will be held on May 16, 2019. The Board of Directors published a letter, which read in part, "The Board of Directors of Rand has diligently evaluated the transactions we are proposing to shareholders, including the $25M investment by East Asset Management. We have carefully reviewed your comments and, while we very much appreciate the input of shareholders, we strongly disagree with your conclusions. We believe the transaction is in the best interest of all shareholders and enables a future that we expect will be demonstrably better than if we were to maintain the status quo. Rand's management and our financial advisor had several meetings and calls with you or your representatives over the last eight months. During that period, you or your representatives have been unable or unwilling to suggest alternatives to the East transaction that would create more value for our shareholders. By default, you are suggesting to maintain the status quo. You are incorrect in your understanding regarding the termination fee. It only applies in the event of a superior proposal, not in the event of a failed shareholders' vote. Additionally, a more thorough review of the proxy statement provides understanding on the process regarding the fair value of the contributed assets. The transactions are transformational for Rand, expected to create both near- and long-term value for shareholders, and best position Rand for future growth. We believe shareholders benefit from the following: Market Value Appreciation: The $3.00 per share purchase price by East was a 33% premium to the market price on the day prior to the announcement of the transaction. Initial Cash and Stock Dividend: The planned Special Dividend of $1.50 per share and the ability to receive a portion of the dividend in cash. Total Return Potential: The opportunity to receive an ongoing dividend consistent with the election of regulated investment company filing status with the IRS. More Efficient Financial Platform: Elimination of corporate-level income tax as a RIC; Expected reduction in operating expense ratio by externalizing management; More income producing investments with the contributed assets. Expected Improved Capital Markets Position: The $25M investment provides greater scale. We are committed to the future potential of Rand. As a demonstration of our belief, Rand's board and management, as well as East, intend to take the proposed Special Dividend in stock. We believe this is a strong indication of our confidence in the future of Rand and has the effect of increasing the amount of cash available to all other shareholders. We welcome ongoing conversation with our shareholders and reiterate our support for the transactions."